Basis of Presentation | 2. Basis of Presentation Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company has three wholly owned subsidiaries located in China: MFLEX Suzhou Co., Ltd., (“MFC”), formerly known as Multi-Fineline Electronix (Suzhou No. 2) Co., Ltd. (“MFC2”) and into which Multi-Fineline Electronix (Suzhou) Co., Ltd. (“MFC1”, which we are in the process of de-registering) was merged in fiscal 2010, and MFLEX Chengdu Co., Ltd. (“MFLEX Chengdu”); one located in the Cayman Islands: M-Flex Cayman Islands, Inc. (“MFCI”); one located in Singapore: Multi-Fineline Electronix Singapore Pte. Ltd. (“MFLEX Singapore”); one located in Malaysia: Multi-Fineline Electronix Malaysia Sdn. Bhd. (“MFM”); one located in Cambridge, England: MFLEX UK Limited (“MFE”); one located in Korea: MFLEX Korea, Ltd. (“MKR”); and one located in the Netherlands: MFLEX B.V. (“MNE”). All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s 2015 Annual Report on Form 10-K. The financial information presented in the accompanying statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the periods indicated. All such adjustments are of a normal recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. Unless otherwise indicated, the financial information in these notes is presented in thousands (except per share amounts). Proposed Acquisition by DSBJ On February 4, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Suzhou Dongshan Precision Manufacturing Co., Ltd., a company organized under the laws of the People’s Republic of China (“DSBJ”), and Dragon Electronix Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of DSBJ (“Merger Sub”), under which Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing after the Merger as the surviving corporation and indirect subsidiary of DSBJ. The Merger Agreement has been unanimously approved by the Company’s Board of Directors. Under the terms of the Merger Agreement, the Company’s stockholders will receive $23.95 in cash for each share of common stock held at the close of the transaction. The proposed transaction values the Company’s equity at approximately $610,000 on a fully diluted basis. Consummation of the Merger is subject to approval by the Company’s stockholders and DSBJ’s stockholders, certain regulatory approvals and other closing conditions and is expected to occur in the third quarter of 2016. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued revised authoritative guidance that requires a reporting entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The revised guidance is effective for annual periods beginning after December 15, 2017 (January 2018 for the Company), including interim periods within that reporting period. The Company is currently evaluating the impact of its pending adoption of this guidance on its financial position, results of operations and cash flows. In February 2016, the FASB issued revised authoritative guidance that aims to increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. The guidance is effective for annual periods beginning after December 15, 2018 (January 2019 for the Company), including interim periods within those annual periods. The Company is currently evaluating the impact of its pending adoption of this new guidance on its financial position, results of operations and cash flows. In March 2016, the FASB issued authoritative guidance that aims to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016 (January 2017 for the Company), and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. The Company is currently evaluating the impact of its pending adoption of this new guidance on its financial position, results of operations and cash flows. Fair Value Measurements The carrying amounts of certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable and other current liabilities approximated fair value due to their short maturities. For recognition purposes, on a recurring basis, the Company’s assets and liabilities related to money market funds are measured at fair value at the end of each reporting period. The fair value of the Company’s money market funds was measured using Level 1 fair value inputs, which consisted of quoted market prices in active markets for identical assets and liabilities. The Company’s assets and liabilities measured at fair value on a recurring basis subject to the disclosure requirements as defined under the FASB authoritative accounting guidance were as follows: Fair Value Measurements of Assets and Liabilities on a Recurring Basis as of March 31, 2016 Level 1 Level 2 Level 3 Money market funds (cash and cash equivalents) $ 5,014 $ — $ — $ 5,014 $ — $ — Fair Value Measurements of Assets and Liabilities on a Recurring Basis as of December 31, 2015 Level 1 Level 2 Level 3 Money market funds (cash and cash equivalents) $ 5,009 $ — $ — $ 5,009 $ — $ — Inventories Inventories, net of applicable write-downs, were composed of the following: March 31, 2016 December 31, 2015 Raw materials and supplies $ 6,629 $ 9,684 Work-in-progress 13,163 15,340 Finished goods 31,990 31,431 $ 51,782 $ 56,455 Property, Plant and Equipment Property, plant and equipment, net, were composed of the following: March 31, 2016 December 31, 2015 Building $ 51,685 $ 51,427 Machinery and equipment 319,817 321,600 Computers and capitalized software 15,019 14,295 Building and leasehold improvements 2,756 2,748 Construction-in-progress 4,008 318 $ 393,285 $ 390,388 Accumulated depreciation and amortization (265,486 ) (258,401 ) $ 127,799 $ 131,987 Other Current Liabilities Other current liabilities were composed of the following: March 31, 2016 December 31, 2015 Wages and compensation $ 9,539 $ 12,843 Restructuring expenses¹ 2,915 2,954 Other accrued expenses 9,151 7,123 $ 21,605 $ 22,920 1 Refer to Note 7 for further information on the Company’s impairment and restructuring activities during the three months ended March 31, 2016. Product Warranty Accrual Changes in the product warranty accrual for the three months ended March 31, 2016 and 2015 were as follows: Balance at January 1 Warranty Expenditures Provision for Estimated Warranty Cost Balance at March 31 2016 $ 533 (419 ) 434 $ 548 2015 $ 1,013 (464 ) 256 $ 805 Net Income Per Share—Basic and Diluted The following table presents a reconciliation of basic and diluted shares for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Basic weighted-average number of common shares outstanding 24,609,764 24,318,019 Dilutive effect of potential common shares — 782,762 Diluted weighted-average number of common and potential common shares outstanding 24,609,764 25,100,781 Potential common shares excluded from the per share computations as the effect of their inclusion would not be dilutive 882,957 637,105 Commitments and Contingencies Litigation The Company is involved in litigation from time to time in the ordinary course of business. Other than as described, management does not believe the outcome of any currently pending matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. On April 29, 2016, a class action lawsuit was filed by a purported stockholder in the United States District Court in the Central District of California challenging the proposed Merger with DSBJ. The lawsuit alleges that the individual members of the Company’s Board of Directors (the “MFLEX Board”) breached their fiduciary duties to the Company’s stockholders by agreeing to the proposed merger transaction for inadequate consideration and through an allegedly flawed sales process, and that the defendant companies, MFLEX, DSBJ and Merger Sub, aided and abetted such alleged breaches. The plaintiff in the action seeks, among other things, an order enjoining the Merger and, in the event the merger is completed, rescission and/or damages as a result of the alleged violations of law, as well as fees and costs. Although it is not possible to predict the outcome of this litigation matter with certainty, MFLEX and the MFLEX Board believe that the claims asserted in this lawsuit are without merit and intend to vigorously defend against these claims. In view of our indemnification obligation to our directors, we are unable to estimate a range of loss, if any, that could result were there to be an adverse final decision. If an unfavorable outcome were to occur in these cases, it is possible that the impact could be material to our results of operations in the period(s) in which any such outcome becomes probable and estimable. Other Commitments The Company has outstanding purchase and other commitments, which exclude amounts already recorded on the Condensed Consolidated Balance Sheets. The outstanding purchase commitments to acquire capital assets and other materials and services totaled $12,316 and $9,922 as of March 31, 2016 and December 31, 2015, respectively. Pursuant to the laws applicable to the People’s Republic of China’s Foreign Investment Enterprises, the Company’s two active wholly owned subsidiaries in China, MFC and MFLEX Chengdu, are restricted from paying cash dividends on 10% of after-tax statutory profit, subject to certain cumulative limits. These restrictions as of March 31, 2016 and December 31, 2015 were $18,418 and $18,326, respectively. Significant Concentrations The Company’s net sales into its largest industry sectors, as a percentage of total net sales, are presented below: Three Months Ended March 31, 2016 2015 Smartphones 64 % 75 % Tablets 24 % 15 % Consumer electronics 1 10 % 9 % 1 Includes wearables and connected home devices. |